Exhibit 5
July 17, 2006
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 being filed on July 17,
2006, by General Electric Capital Corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of $12,000,000,000 aggregate principal amount of the
Company's Variable Denomination Floating Rate Demand Notes (the "Notes"), to be
issued from time to time under a First Amended and Restated Indenture dated as
of January 25, 2001, between the Company and JPMorgan Chase Bank, N.A. as
Successor Trustee (the "Indenture").
In my opinion, when the issuance of the Notes and approval of the final terms
thereof have been duly authorized by appropriate corporate action and the Notes
have been duly executed, authenticated and delivered against payment therefor,
subject to the final terms of the Notes being in compliance with then applicable
law, the Notes will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and will entitle the holders
thereof to the benefits provided by the Indenture, pursuant to which such Notes
were issued, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and by general equitable principles (regardless of
whether the issue of enforceability is considered in a proceeding in equity or
at law).
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to myself under the caption "Legal Opinion" in
the Registration Statement.
Very truly yours,
/s/ David P. Russell
David P. Russell